The opinion
ORLEANS PARISH SCHOOL * NO. 2025-C-0247
BOARD
*
VERSUS COURT OF APPEAL
*
THE CITY OF NEW ORLEANS FOURTH CIRCUIT
AND NORMAN WHITE, IN HIS *
CAPACITY AS CHIEF STATE OF LOUISIANA
FINANCIAL OFFICER FOR *******
THE CITY OF NEW ORLEANS
APPLICATION FOR WRITS DIRECTED TO
CIVIL DISTRICT COURT, ORLEANS PARISH
NO. 2019-05174, DIVISION “J”
Honorable D. Nicole Sheppard
******
Judge Nakisha Ervin-Knott
******
(Court composed of Judge Daniel L. Dysart, Judge Joy Cossich Lobrano, Judge
Nakisha Ervin-Knott)
LOBRANO, J., CONCURS IN PART AND DISSENTS IN PART WITH
REASONS.
William D. Aaron, Jr.
DeWayne L. Williams
AARON & GIANNA, PLC
201 St. Charles Avenue, Suite 3800
New Orleans, Louisiana 70170
COUNSEL FOR RELATOR
Donesia D. Turner
CITY ATTORNEY
1300 Perdido Street - Room 5E03
New Orleans, Louisiana 70112
James M. Garner
Stuart D. Kettle
SHER GARNER CAHILL RICHTER KLEIN & HILBERT, L.L.C.
909 Poydras Street, Suite 2800
New Orleans, Louisiana 70112
Ike Spears
SPEARS & SPEARS
909 Poydras Street, Suite 1825
New Orleans, Louisiana 70112
COUNSEL FOR RESPONDENTS
WRIT GRANTED; RELIEF DENIED
MAY 19, 2025
NEK The Orleans Parish School Board (“OPSB”) seeks review of the trial court’s
DLD
March 19, 2025 judgment, which denied in part its motion to enforce settlement
agreement. For the reasons that follow, we grant OPSB’s writ application, but deny
the requested relief.
PERTINENT FACTUAL AND PROCEDURAL HISTORY
The underlying facts of this matter have been previously detailed in Orleans
Par. Sch. Bd. v. City of New Orleans, 2020-0043 (La. App. 4 Cir. 6/03/20), 364
So.3d 252, writ granted, vacated on other grounds, 2000-00932 (La. 12/22/20), 307
So.3d 184. Below, we recount some of the facts and procedural history germane to
the present matter:
On May 15, 2019, the Orleans Parish School Board filed a “Petition for
a Writ of Mandamus, or in the Alternative, for Preliminary and
Permanent Injunction, Declaratory Judgment, and Damages.” The
Petition names as defendants the City of New Orleans and Norman
White, in his capacity as the Chief Financial Officer for the City of New
Orleans[1] (collectively, the “City”).
According to the Petition, the City, through the authority vested in it by
the Louisiana Constitution, various statutes and the New Orleans Home
Rule Charter, has collected ad valorem taxes and sales and use taxes on
behalf of the OPSB. Those taxes, the OPSB maintains, are “dedicated
1 Romy Schofield-Samuel is the current Chief Financial Officer for the City of New Orleans.
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and to be used exclusively for local elementary and secondary schools.”
However, according to the OPSB’s Petition, the City has failed to
disburse all of those taxes it has collected on the OPSB's behalf.
The OPSB further alleges that, since 2007, the City has been improperly
using some of the taxes collected on the OPSB’s behalf to fund its
statutory obligations to various retirement funds. Those funds include
the pension funds of the “City Clerks, the Assessors, New Orleans
Firefighters, District Attorneys, Registrars of Voters, and Sheriffs.”
Additionally, the Petition alleges that the City “has been
unconstitutionally collecting an administrative fee for its collection of
OPSB’s taxes.” The sums that the City has allegedly withheld amount
to more than $7.6 million, which the City has used pay its pension fund
obligations, and “approximately $3.4 million in administrative fees that
City withholds each year.” In addition to these sums, the OPSB alleges
that, “[u]pon information and belief,” that “the amount of funds
improperly withheld by the City far exceeds” these amounts.
Id. at pp. 1-2, 364 So.3d at 257.
In an attempt to settle this litigation, on November 13, 2024, Councilmember
Joseph I. Giarrusso (“Councilmember Giarrusso”) sent an email of proposed
settlement terms to OPSB President Katherine Baudoin (“OPSB President
Baudoin”) and Member Olin Parker (“Member Parker”). Copied on this email were
Councilmember Jean-Paul Morrell (“Councilmember Morrell”); Councilmember
Morrell’s Chief of Staff, Krystal Hendon; Councilmember Giarrusso’s Chief of
Staff, Amanda B. Rizzo; Councilmember Giarrusso’s Policy Director, Aimee B.
McCarron; and Gilbert A. Montaño (“Mr. Montano”), Chief Administrative Officer
(“CAO”) for the City of New Orleans. OPSB President Baudoin responded to the
email that she and Member Parker agreed with the terms and would discuss these
terms with the other OPSB members. On November 14, 2024, OPSB formally
approved the settlement recommendation.
Jonathan T. Harris (“Mr. Harris”), Mr. Montaño’s Chief of Staff, emailed a
series of proposed amendments to the 2025 Budget ordinances (“Budget”) to the
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City Council of New Orleans (“City Council”) staff on November 18, 2024. One of
the proposed amendments to the Budget included a line item for $10 million to the
Department of Law for initial payment towards the proposed settlement agreement
with OPSB. Three days later, the City Council adopted the Amended Budget, which
included the $10 million appropriation for OPSB. On November 26, 2024, Mayor
LaToya Cantrell (“Mayor Cantrell”) approved and returned the Amended Budget to
the Clerk of the City Council.
After the Amended Budget was finalized, the City Attorney’s Office and
counsel for OPSB began drafting a cooperative endeavor agreement (“CEA”) in
December 2024. A series of email exchanges reflect both parties’ edits to the
proposed CEA. Despite their best efforts, a completed CEA, signed by both parties,
was never perfected. According to OPSB, “Mayor Cantrell reneged on the settlement
agreement.”
On February 7, 2025, OPSB filed a motion to enforce settlement agreement
as to portions of settlement agreement funded by the City Council and as to
prohibition against charging collection fees and request for expedited consideration
(“motion”). In the motion, OPSB requested that the trial court order the City “to
comply with the settlement agreement reached between the parties and (1) pay the
portions of Settlement Agreement already funded by the City Council and to be
funded prior to [the] hearing for 2024 - 2025 (up to $27 Million); and (2) stop
charging and/or deducting any amount/fees from the sales and ad valorem taxes
dedicated to the OPSB.”2 The City opposed the motion and argued that, as CAO,
Mr. Montaño lacked actual and/or apparent authority to enter into an agreement to
2 In its memorandum of support attached to the motion, OPSB asserted that since 2008, “the City
has illegally diverted and/or withheld approximately $134,918,219.00 from the OPSB.”
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settle litigation filed against the City of New Orleans. The City Council filed a
motion for leave to intervene to join motion to enforce settlement agreement on
February 14, 2025.
The trial court heard the motion on February 20, 2025. At the conclusion of
the hearing, the trial court took the matter under advisement and allowed the parties
to submit post-trial memoranda. On March 19, 2025, the trial court issued a written
judgment and reasons for judgment wherein the motion was “denied in part relative
to the agreements not included in the 2025 Budget Ordinance approved November
26, 2024 as the court gave reasons that the CAO did not have the requisite authority
from the Mayor to bind the City of New Orleans to such agreement.”3 This timely
writ application for supervisory review followed.
STANDARD OF REVIEW
The standard of review on a motion to enforce settlement is the manifest error
or clearly wrong standard. Coppage v. Transdev Servs., Inc., 2020-0419, p. 4 (La.
App. 4 Cir. 3/19/21), 320 So.3d 1206, 1210 (citing 800 Iberville St. Ltd. P'ship v. V.
Rest. Grp., LLC, 2016-0799, p. 7 (La. App. 4 Cir. 6/7/17), 221 So.3d 205, 210). “The
manifest error standard requires that this Court review the record in its entirety, not
to determine whether the trial court’s findings are wrong, but whether they find
reasonable support in the record, even though the reviewing court is convinced that
its interpretation is more reasonable.” Id. (quoting Succession of Kirschman, 2019-
1101, p. 5 (La. App. 4 Cir. 7/1/20), 302 So.3d 552, 556). Therefore, “[t]he trial
3 According to the March 19, 2025 judgment, the motion was also “granted in part, whereas the
Orleans Parish School Board is entitled to the initial allocation provided in the 2025 Budget
Ordinance of ($10,000,000) 10 million dollars which should be issued to the Plaintiffs, within 30
days from the signing of this judgment.” However, in its writ application, OPSB only seeks review
of the portion of the judgment that denied in part its motion.
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court’s judgment determining the existence, validity and scope of a compromise
agreement depends on a finding of the parties’ intent, which is an inherently factual
finding.” Id. (quoting Morris, Lee & Bayle, LLC v. Macquet, 2014-1080, p. 14 (La.
App. 4 Cir. 3/23/16), 192 So.3d 198, 208).
However, “where legal error interdicts the fact finding process, the manifest
error standard no longer applies and, if the record is complete, an appellate court
should make its own [de novo] review of the record.” Louisiana-Annunciation
Condo. Ass’n, Inc. v. Kennedy, 2023-0327, p. 11 (La. App. 4 Cir. 11/16/23), 377
So.3d at 812 (quoting Lam ex rel. Lam v. State Farm Mut. Auto. Ins. Co., 2005-1139,
p. 3 (La. 11/29/06), 946 So.2d 133, 135) (alteration in original). Further, “[s]tatutory
interpretation is a question of law subject to de novo review.” Id. (quoting Havard
v. Jeanlouis, 2021-00810, p. 2 (La. 6/29/22), 345 So.3d 1005, 1007) (alteration in
original).
DISCUSSION
As its sole assignment of error, OPSB asserts the trial court erred in holding
that a settlement between the parties was not confected under the law. Specifically,
OPSB maintains the trial court was clearly wrong in determining that Mr. Montaño
did not have actual or apparent authority to enter into the settlement agreement or
that Mayor Cantrell did not ratify the settlement agreement by signing the Amended
Budget.
A compromise (or settlement) is “a contract whereby the parties, through
concessions made by one or more of them, settle a dispute or an uncertainty
concerning an obligation or other legal relationship.” La. C.C. art. 3071. According
to La. C.C. art. 3072, “[a] compromise shall be made in writing or recited in open
court, in which case the recitation shall be susceptible of being transcribed from the
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record of the proceedings.” “A compromise agreement, which is not reduced to
writing and evidenced by documentation signed by both parties, is unenforceable.”
Porche v. Porche, 2023-471, p. 11 (La. App. 5 Cir. 4/24/24), 386 So.3d 695,
703 (citing Hawthorne v. Barbier, 2002-1903, p. 3 (La. App. 4 Cir. 2/19/03), 841
So.2d 28, 29). Generally, Louisiana courts have declined to enforce a compromise
when the requirements of La. C.C. art. 3072 are not met. See Sullivan v. Sullivan,
1995-2122, pp. 4-6 (La. 4/8/96), 671 So.2d 315, 318.
“For a written compromise agreement to be enforceable, ‘the written
agreement must be signed by both parties [or their agents], obligating both to do
what they have agreed on.’” Bernadas v. Edet, 2024-0418, pp. 5-6 (La. App. 4 Cir.
2/26/25), ___ So.3d ___, ___, 2025 WL 617725, *3 (quoting Sullivan, 1995-2122,
p. 4, 671 So.2d at 317) (alteration in the original). “The requirement that a
compromise be reduced to writing in order to be enforceable does not necessarily
mean that the agreement must be contained in one document; however, the purpose
of the writing requirement is to serve as proof of the agreement and acquiescence of
the parties thereto and, as such, must be signed by both parties, and aims at avoiding
litigation over the terms of the settlement.” Porche, 2023-471, pp. 11-12, 386 So.3d
at 703 (citing S. Nights, Inc. v. Barnett, 2004-411, p. 3 (La. App. 4 Cir. 8/18/04), 881
So.2d 1225, 1228).
In the instant matter, we observe that the record does not contain a writing
signed by all parties (or their authorized agents) evidencing an offer and acceptance,
as required to effectuate an enforceable settlement. OPSB argues the submitted
evidence–email exchanges, the OPSB meeting minutes, and the approved Amended
Budget–establishes the requisite offer and acceptance. On November 13, 2024,
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Councilmember Giarrusso sent an email to OPSB President Baudouin and Member
Parker–to which multiple individuals were copied, including Mr. Montaño – stating:
President Baudouin and Member Parker –
I want to thank you for your partnership and care for the children of
New Orleans. In an effort to continue and strengthen that partnership,
this is what I, the Administration, and Vice-President Morrell propose
to the Orleans Parish School Board (OPSB) with the understanding the
parties to approve these material terms:
1. The City of New Orleans (CNO) will pay $20 million in new
money in two installments to OPSB. The first installment of $10 million
is due on or before December 31, 2024. The second installment of $10
million is due on or before $10 million on or before [sic] April 1, 2025;
2. Effective January 1, 2025, the City of New Orleans will stop
charging and/or deducting any amount/fees from the sales and ad
valorem taxes dedicated to OPSB unless such action is approved in
advance by OPSB;
3. CNO will allocate Harrah’s/Caesar’s funds for education to
OPSB from 2025-2034;
4. CNO will allocate $3 million per year from 2025-2034 to Thrive
Kids or any similar OPSB program;
5. CNO will allocate $1 million per year from 2025-2034 to
YouthForce NOLA, New Orleans Career Center, or any similar
trade/vocational training and,
6. In recognition of the proposed funding set forth above, the OPSB
will dismiss its current lawsuit against CNO without prejudice upon the
New Orleans City Council passing of the 2025 budget and then dismiss
the lawsuit with prejudice after a completed CEA between the parties
memorialize these material terms.
Please call or email with any questions.
Regards, Joe
(Emphasis added). On the same day, OPSB President Baudouin responded:
Councilmembers Giarrusso and Morrell and Mr. Montano,
Many thanks to you and your staffs for the immense amount of work
that you’ve done to get to this point. The terms you provided are
agreeable to Olin and me. We are talking with our colleagues about it
this evening with a goal to bring before the board at our meeting
tomorrow. Olin or I will follow up tomorrow about next steps.
Have a great evening!
Katie
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The next day, OPSB formally approved the settlement recommendation, which is
reflected in OPSB’s board meeting minutes from November 14, 2024. On November
18, 2024, Mr. Harris emailed a series of proposed amendments to the 2025 Budget–
which included a line item for $10 million attributed to the Department of Law for
initial payment towards the proposed settlement agreement with OPSB–to the City
Council staff. The City Council adopted the Amended Budget, which was inclusive
of the $10 million line item for the proposed settlement with OPSB, and Mayor
Cantrell approved and returned the Amended Budget to the Clerk of the City Council
on November 26, 2024.
OPSB maintains the email correspondence exchanged between the parties
regarding the agreement to settle this dispute included both an offer and acceptance
sufficient to satisfy the “in writing” requirement under La. C.C. art. 3072. Louisiana
jurisprudence recognizes that the exchange of emails and documents may constitute
a compromise agreement. Porche, 2023-471, p. 12, 386 So.3d at 703; Precept Credit
Opportunities Fund, L.P. v. Walker, 2021-0670, p. 11 (La. App. 4 Cir. 6/22/22), 343
So.3d 299, 307. However, La. C.C. art. 1947 provides, “When, in the absence of a
legal requirement, the parties have contemplated a certain form, it is presumed that
they do not intend to be bound until the contract is executed in that form.” The
evidence in the record demonstrates the parties intended the CEA to be the final
written contract. Councilmember Giarrusso’s November 13, 2024 email clearly
indicates that OPSB and the City contemplated “a completed CEA between the
parties [to] memorialize [the] material terms [of the agreement].” There would have
been no need for “a completed CEA” if the parties intended the email exchanges to
constitute a binding written agreement. After the Amended Budget was finalized,
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the City Attorney’s Office and counsel for OPSB began drafting a CEA in December
2024. A series of email exchanges reflect both parties’ edits to the proposed CEA.
On December 11, 2024, counsel for OPSB emailed the City Attorney the following:
Donesia:
Good talking with you this morning. Attached is the draft CEA we
discussed. After you have reviewed the document please call me to
discuss the document and a strategy and expedited timeline moving
forward.
Bill
Nearly a week later, on December 17, 2024, at 1:40 P.M., the City Attorney replies:
Bill,
See attached document with our proposed edits
A little over an hour later, at 2:54 P.M., counsel for OPSB responds:
Donesia:
We are fine with the city’s edits and have made one additional edit in
Article II A(2) to address the comment made by Stuart Kottle. If you
are in agreement with our change please advise and send me a “clean
copy” reflecting all agreed upon changes.
Bill
Again, almost thirty minutes later, at 3:22 P.M., counsel for OPSB emails the City
Attorney:
Donesia:
I just noticed that there was a miscalculation of the total payments to be
made by the City. The payments in Article IIA should total $90 Million
and not $83 Million. 1 have made additional edits to arrive at the correct
amounts in Article IIA Paragraphs 3,4 and 5 and to reflect the fact that
there will be 10 rather than nine annual payments. My apologies for the
mixup. + [sic]
Bill
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Despite their best efforts and various email exchanges, a completed CEA, signed by
both parties, was never perfected.
This Court acknowledges that email exchanges may satisfy the “in writing”
requirement of La. C.C. art. 3072. Nevertheless, in the instant matter, the record is
void of a completed and signed CEA or a settlement document outlining the
obligations of the parties or their acquiescence to its terms for this Court to review.
The only signed document in the record is the Amended Budget approved by Mayor
Cantrell. Pursuant to Mayor Cantrell’s duties under Section 3-113(2) of the Home
Rule Charter4, she approved the Amended Budget and returned it to the Clerk of the
City Council, which included the $10 million line item to the Department of Law for
settlement with the OPSB. By operation of law, OPSB is entitled to the $10 million
included in the approved Amended Budget.
Accordingly, we find the emails and documents relied upon by OPSB are
insufficient to satisfy the writing requirement of La. C.C. art. 3072, and thus, a valid
written settlement agreement does not exist. Without compliance with La. C.C. art.
3072, we find there was no legally binding settlement agreement for the trial court
to enforce. Based on this Court’s determination that a valid written settlement
agreement between the parties does not exist, we pretermit discussion of Mr.
4 Section 3-113(2) of the Home Rule Charter provides:
The Mayor, within ten calendar days of receipt of an ordinance, shall return it to
the Clerk with or without his approval or with his disapproval. If the ordinance has
been approved it shall become law upon its return to the Clerk; if the ordinance is
neither approved nor disapproved it shall become law at twelve o'clock noon on the
tenth calendar day after its adoption; if the ordinance is disapproved, the Mayor
shall submit to the Council through the Clerk a written statement of the reasons for
the veto. The Clerk shall record upon the ordinance the date of its delivery to and
receipt from the Mayor.
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Montaño’s authority to enter into a settlement agreement or Mayor Cantrell’s
ratification of the settlement agreement.
DECREE
For the above-mentioned reasons, we find there was no legally binding
settlement agreement between OPSB and the City for the trial court to enforce. As
such, we grant the writ but deny the requested relief.
WRIT GRANTED; RELIEF DENIED
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